6Taxes Clause Examples
The Taxes clause defines the responsibilities of each party regarding the payment and handling of taxes related to the agreement. Typically, it specifies which party is responsible for paying sales, use, value-added, or other applicable taxes arising from the transaction, and may require one party to provide tax documentation or withhold taxes as required by law. This clause ensures that there is no ambiguity about tax obligations, thereby preventing disputes and allocating the risk of tax liabilities between the parties.
6Taxes. Each of such Borrower and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of such Borrower, are required to be filed (except where the failure to file such tax returns would not have a material adverse effect on the business, operations, property or financial condition of such Borrower and its Subsidiaries taken as a whole), and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than assessments, taxes, fees and other charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Borrower or its Subsidiaries, as the case may be).
6Taxes. Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless (a) such Taxes are being Properly Contested or (b) such Taxes do not exceed $2,000,000 in the aggregate at any time.
6Taxes. Borrower and Lakes Mall have filed or caused to be filed all federal, state or local tax returns which are required to be filed, and has paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, except as otherwise permitted by the provisions hereof.
6Taxes. (a) All payments hereunder must, except as required by applicable law, be made without deduction or withholding for any and all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees and charges imposed by any governmental authority, including interest, additions to tax or penalties applicable thereto (“Taxes”). If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax on any payment made under this Agreement by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and, if such Tax is a Non-Excluded Tax, the Borrower shall, at such time as any payment hereunder or thereunder is so reduced by a Non-Excluded Tax, pay to Lender an amount necessary (including such deductions and withholdings applicable to additional sums payable under this Section) to place Lender in the same position Lender would have been had such payment not been subject to such Non-Excluded Tax.
(b) The Borrower shall, without duplication of amounts paid pursuant to Section 3.6(a), timely pay to the relevant governmental authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.
(c) The Borrower shall indemnify each Secured Party, within 10 days after demand therefor, for the full amount of any Non-Excluded Taxes (including Non-Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Secured Party and any reasonable third-party expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(d) Each Lender shall severally indemnify the applicable Withholding Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Non-Excluded Taxes and without limitin...
6Taxes. In addition to the Price for API, Buyer shall pay Noramco any and all governmental taxes, charges or duties of every kind (excluding any tax based upon Noramco’s net income) that Noramco may be required to collect or pay upon sale, transfer or shipment of API under this Agreement.
6Taxes. Solely to the extent related to the Company or the Business, (a) all material Tax Returns that are required to be filed on or before the date of this Agreement by such Founder Seller have been timely filed (taking into account any applicable extensions), (b) all such Tax Returns are true, correct and complete in all material respects; and (c) all material Taxes owed by the Company and each Target Company (whether or not shown on any such Tax Return) other than Taxes being contested in good faith, have been timely paid in full. All material Taxes owed by the Founder Sellers with respect to their ownership of the shares in the Company and the Company’s operation of the Business have been timely paid in full.
6Taxes. Each party will pay any and all taxes levied on account of any payments made to it under this Agreement out of the amounts it is to receive hereunder. If any taxes are required to be withheld by the party making payment, such party will (a) deduct such taxes from the payment made by it, (b) timely pay the taxes to the proper taxing authority, (c) send proof of payment to the other party and certify its receipt by the taxing authority within [**] days following such payment, and (d) be deemed to have paid such amount to the other party hereunder.
6Taxes. Borrower has filed or caused to be filed all federal, state or local tax returns which are required to be filed, and has paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due, except where such taxes or other assessments are being contested in good faith with adequate reserves therefore and as otherwise permitted by the provisions of this Agreement or to the extent that the failure to pay such taxes or assessments could not reasonably be expected to have a Material Adverse Effect.
6Taxes. Except as set forth in Section 4.6 of the Disclosure Schedule:
(a) All material Tax Returns required to have been filed by the Company have been filed, and each such Tax Return reflects the liability for Taxes in all material respects. All Taxes shown on such Tax Returns as due have been paid or accrued.
(b) There is no audit pending against the Company in respect of any Taxes. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, other than Liens for Taxes not yet due and payable.
(c) The Company has withheld and paid or accrued for all material Taxes required to have been withheld and paid or accrued for in connection with amounts paid or owing to any third party.
(d) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
(e) The Company is not a party to any Tax allocation or sharing agreement.
6Taxes. Subject to the limitations set forth in Section 8.1 below, the Company covenants and agrees that it will pay when due and payable any and all taxes and charges that may be payable in respect of the initial issuance or delivery of:
(a) any Global Warrant Certificate;
(b) any Warrant Certificate issued in exchange for any other Warrant Certificate pursuant to Article V; and
(c) each Warrant Share issued upon the exercise of any Warrant.